<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------
FORM 11-K
(mark one):
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996].
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [ NO FEE REQUIRED].
For the transition period from to
----------------------- ----------------------
Commission file number 001-10109
-------------
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
BECKMAN INSTRUMENTS, INC. SAVINGS AND INVESTMENT PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
BECKMAN COULTER, INC.
4300 North Harbor Boulevard
Fullerton, California 92835
================================================================================
<PAGE> 2
[LETTERHEAD OF DELOITTE & TOUCHE LLP]
BECKMAN INSTRUMENTS, INC.
SAVINGS AND INVESTMENT PLAN
FINANCIAL STATEMENTS FOR
THE YEARS ENDED DECEMBER 31, 1997 AND 1996,
SUPPLEMENTAL SCHEDULES,
AND INDEPENDENT AUDITORS' REPORT
<PAGE> 3
BECKMAN INSTRUMENTS, INC.
SAVINGS AND INVESTMENT PLAN
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statement of net assets available for benefits as of December 31, 1997 2
Statement of net assets available for benefits as of December 31, 1996 3
Statement of changes in net assets available for benefits
for the year ended December 31, 1997 4
Statement of changes in net assets available for benefits
for the year ended December 31, 1996 5
Notes to financial statements for the years ended
December 31, 1997 and 1996 6
SUPPLEMENTAL SCHEDULES:
Line 27a - Schedule of assets held for investment purposes as of
December 31, 1997 12
Line 27d - Schedule of reportable series of transactions for the
year ended December 31, 1997 14
</TABLE>
All other supplemental schedules are omitted because of the absence of
conditions under which they are required.
<PAGE> 4
[LETTERHEAD OF DELOITTE & TOUCHE LLP]
INDEPENDENT AUDITORS' REPORT
To the Corporate Benefits Committee of
Beckman Instruments, Inc. Savings and Investment Plan:
We have audited the accompanying statements of net assets available for benefits
of Beckman Instruments, Inc. Savings and Investment Plan (the Plan) as of
December 31, 1997 and 1996, and the related statements of changes in net assets
available for benefits for the years then ended. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
1997 and 1996, and the changes in net assets available for benefits for the
years then ended in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
Table of Contents are presented for the purpose of additional analysis and are
not a required part of the basic financial statements, but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental information by fund is also presented for the purpose of
additional analysis of the basic financial statements rather than to present
information regarding the net assets available for benefits and changes in net
assets available for benefits of the individual funds, and is not a required
part of the basic financial statements. The supplemental schedules and
supplemental information by fund are the responsibility of the Plan's
management. Such supplemental schedules and supplemental information by fund
have been subjected to the auditing procedures applied in our audits of the
basic financial statements and, in our opinion, are fairly stated, in all
material respects, when considered in relation to the basic financial statements
taken as a whole.
/s/ DELOITTE & TOUCHE LLP
- -----------------------------
Deloitte & Touche LLP
June 4, 1998
<PAGE> 5
BECKMAN INSTRUMENTS, INC.
SAVINGS AND INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
-------------------------------------------------------------------------
BECKMAN BALANCED INTEREST EQUITY INDEX
STOCK FUND FUND INCOME FUND FUND FUND
------------ ------------ ----------- ------------ ------------
<C> <C> <C> <C> <C>
ASSETS:
Investments, at fair value
(Note 4):
Common stock of Plan sponsor $ 33,627,720 $ -- $ -- $ -- $ --
Mutual funds 36,390,285 84,597,289 36,031,751
Participant loans receivable
Investments, at contract value
(Notes 3 and 4):
Group contracts with insurance
companies -- 44,702,859
Bank investment contracts 48,502,285
------------ ------------- ------------ ------------ ------------
Total investments 33,627,720 36,390,285 93,205,144 84,597,289 36,031,751
Cash and cash equivalents 66,350 1,636,529 2,754
Contributions receivable 5,501 4,370 11,856 10,030 10,119
Other receivables 3,691 20,263
------------ ------------- ------------ ------------ ------------
Total assets 33,703,262 36,394,655 94,873,792 84,607,319 36,044,624
LIABILITIES -- Amounts
payable for investments 2,907 48,643
------------ ------------- ------------ ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $ 33,703,262 $ 36,391,748 $ 94,873,792 $ 84,558,676 $ 36,044,624
============ ============= ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
-----------------------------------------------
INTERNATIONAL PARTICIPANT DISBURSEMENT
EQUITY FUND LOANS FUND TOTAL
------------- ----------- ------------- ------------
<S> <C> <C> <C> <C>
ASSETS:
Investments, at fair value
(Note 4):
Common stock of Plan sponsor $ -- $ -- $ -- $ 33,627,720
Mutual funds 8,687,994 165,707,319
Participant loans receivable 5,098,884 5,098,884
Investments, at contract value
(Notes 3 and 4):
Group contracts with insurance
companies 44,702,859
Bank investment contracts 48,502,285
------------ ------------ ----------- ------------
Total investments 8,687,994 5,098,884 297,639,067
Cash and cash equivalents 45,896 134,674 1,886,203
Contributions receivable 3,319 45,195
Other receivables 22,969 1,267 48,190
------------ ------------ ----------- ------------
Total assets 8,714,282 5,144,780 135,941 299,618,655
LIABILITIES -- Amounts
payable for investments 2,832 54,382
------------ ------------ ----------- ------------
NET ASSETS AVAILABLE FOR BENEFITS $ 8,711,450 $ 5,144,780 $ 135,941 $299,564,273
============ ============ =========== ============
</TABLE>
See accompanying notes to financial statements.
2
<PAGE> 6
BECKMAN INSTRUMENTS, INC.
SAVINGS AND INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
-------------------------------------------------------------------------
BECKMAN BALANCED INTEREST EQUITY INDEX
STOCK FUND FUND INCOME FUND FUND FUND
------------ ------------ ----------- ------------ ------------
<C> <C> <C> <C> <C>
ASSETS:
Investments, at fair value
(Note 4):
Common stock of Plan sponsor $ 29,746,381 $ -- $ -- $ -- $ --
Mutual funds 32,216,698 64,761,502 19,591,426
Participant loans receivable
Investments, at contract value
(Notes 3 and 4):
Group contracts with insurance
companies -- 47,812,253
Bank investment contracts 45,623,243
------------ ------------- ------------ ------------ ------------
Total investments 29,746,381 32,216,698 93,435,496 64,761,502 19,591,426
Cash and cash equivalents 59,147 3,599,691 2
Contributions receivable 1,898 4,232 11,701 2,578 1,308
Other receivables 1,407 39,561 26,959 68,906 37,486
------------ ------------- ------------ ------------ ------------
Total assets 29,808,833 32,260,491 97,073,847 64,832,988 19,630,220
LIABILITIES -- Amounts
payable for investments
------------ ------------- ------------ ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $ 29,808,833 $ 32,260,491 $ 97,073,847 $ 64,832,988 $ 19,630,220
============ ============= ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
----------------------------------------------
INTERNATIONAL PARTICIPANT DISBURSEMENT
EQUITY FUND LOANS FUND TOTAL
------------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
ASSETS:
Investments, at fair value
(Note 4):
Common stock of Plan sponsor $ -- $ -- $ -- $ 29,746,381
Mutual funds 4,586,576 121,156,202
Participant loans receivable 4,738,363 4,738,363
Investments, at contract value
(Notes 3 and 4):
Group contracts with insurance
companies 47,812,253
Bank investment contracts 45,623,243
------------ ------------ ----------- ------------
Total investments 4,586,576 4,738,363 249,076,442
Cash and cash equivalents 15,993 270,598 3,945,431
Contributions receivable 1,016 22,733
Other receivables 2,440 176,759
------------ ------------ ----------- ------------
Total assets 4,587,592 4,754,356 273,038 253,221,365
LIABILITIES -- Amounts
payable for investments 34,229 34,229
------------ ------------ ----------- ------------
NET ASSETS AVAILABLE FOR BENEFITS $ 4,553,363 $ 4,754,356 $ 273,038 $253,187,136
============ ============ =========== ============
</TABLE>
See accompanying notes to financial statements.
3
<PAGE> 7
BECKMAN INSTRUMENTS, INC.
SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
----------------------------------------------------------------------------
BECKMAN BALANCED INTEREST EQUITY INDEX
STOCK FUND FUND INCOME FUND FUND FUND
----------- ------------- ----------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Additions to plan assets
attributed to:
Net appreciation in fair
value of investments $ 982,068 $ 2,879,199 $ 77,054 $ 13,161,298 $ 6,922,555
Interest 5,367 16,130 6,421,696 29,531 12,067
Dividends 471,973 1,370,158 1,324,591 499,966
----------- ------------- ----------- ------------- ------------
Total investment income 1,459,408 4,265,487 6,498,750 14,515,420 7,434,588
Contributions:
Beckman Instruments, Inc. 1,723,070 214,673 1,940,121 391,284 359,952
Employees 1,603,290 3,937,976 4,829,884 7,283,684 5,098,222
----------- ------------- ----------- ------------- ------------
Total contributions 3,326,360 4,152,649 6,770,005 7,674,968 5,458,174
Participant loan repayments 152,046 360,541 537,801 731,695 320,243
----------- ------------- ----------- ------------- ------------
Net additions 4,937,814 8,778,677 13,806,556 22,922,083 13,213,005
Participant loan withdrawals (204,856) (387,201) (573,948) (783,243) (305,119)
Deductions from plan assets
attributed to distributions
of benefits (1,629,624) (2,170,252) (8,468,933) (3,652,179) (1,175,002)
Administrative expenses and
other (219)
----------- ------------- ----------- ------------- ------------
Net deductions (1,834,699) (2,557,453) (9,042,881) (4,435,422) (1,480,121)
----------- ------------- ----------- ------------- ------------
Net increase (decrease) in
net assets available for
benefits prior to interfund
transfers 3,103,115 6,221,224 4,763,675 18,486,661 11,732,884
Net assets available for
benefits, beginning
of year 29,808,833 32,260,491 97,073,847 64,832,988 19,630,220
Net interfund transfers 791,314 (2,089,967) (6,963,730) 1,239,027 4,681,520
----------- ------------- ----------- ------------- ------------
Net assets available for
benefits, end of year $33,703,262 $ 36,391,748 $94,873,792 $ 84,558,676 $ 36,044,624
=========== ============= =========== ============= ============
</TABLE>
<TABLE>
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
---------------------------------------------
INTERNATIONAL PARTICIPANT DISBURSEMENT
EQUITY FUND LOANS FUND TOTAL
----------- ------------- ------------ -------------
<S> <C> <C> <C> <C>
Additions to plan assets
attributed to:
Net appreciation in fair
value of investments $ 64,677 $ -- $ 31,630 $ 24,118,481
Interest 1,802 388,827 6,875,420
Dividends 254,750 3,921,438
----------- ------------- ----------- -------------
Total investment income 321,229 388,827 31,630 34,915,339
Contributions:
Beckman Instruments, Inc. 212,426 4,841,526
Employees 2,522,963 25,276,019
----------- ------------- ----------- -------------
Total contributions 2,735,389 30,117,545
Participant loan repayments 140,126 (2,242,452)
----------- ------------- ----------- -------------
Net additions 3,196,744 (1,853,625) 31,630 65,032,884
Participant loan withdrawals (68,870) 2,323,237
Deductions from plan assets
attributed to distributions
of benefits (310,364) (102,012) (1,147,162) (18,655,528)
Administrative expenses and
other (219)
----------- ------------- ----------- -------------
Net deductions (379,234) 2,221,225 (1,147,162) (18,655,747)
----------- ------------- ----------- -------------
Net increase (decrease) in
net assets available for
benefits prior to interfund
transfers 2,817,510 367,600 (1,115,532) 46,377,137
Net assets available for
benefits, beginning of year 4,553,363 4,754,356 273,038 253,187,136
Net interfund transfers 1,340,577 22,824 978,435
----------- ------------- ----------- -------------
Net assets available for
benefits, end of year $ 8,711,450 $ 5,144,780 $ 135,941 $ 299,564,273
=========== ============= =========== =============
</TABLE>
See accompanying notes to financial statements.
4
<PAGE> 8
BECKMAN INSTRUMENTS, INC.
SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
----------------------------------------------------------------------------
BECKMAN BALANCED INTEREST EQUITY INDEX
STOCK FUND FUND INCOME FUND FUND FUND
----------- ------------- ----------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Additions to plan assets
attributed to:
Net appreciation in fair
value of investments $ 2,344,115 $ 1,992,963 $ 57,974 $ 11,329,567 $ 2,427,143
Interest 26,862 51,000 6,383,567 92,558 33,560
Dividends 387,248 1,130,341 1,403,333 318,495
----------- ------------- ----------- ------------- ------------
Total investment
income 2,758,225 3,174,304 6,441,541 12,825,458 2,779,198
Contributions:
Beckman Instruments, Inc. 1,468,660 162,189 2,164,536 205,484 205,193
Employees 1,152,094 2,861,197 3,586,622 4,508,542 2,167,290
----------- ------------- ----------- ------------- ------------
Total contributions 2,620,754 3,023,386 5,751,158 4,714,026 2,372,483
Participant loan repayments 177,391 166,448 320,298 314,396 132,206
Transfer from Hybritech's
Savings Plan (Note 1) 2,949,632 4,838,094 3,824,329 3,401,715
----------- ------------- ----------- ------------- ------------
Net additions 5,556,370 9,313,770 17,351,091 21,678,209 8,685,602
Participant loan withdrawals (139,437) (475,147) (783,803) (976,020) (229,684)
Deductions from plan assets
attributed to distributions
of benefits (533,519) (355,524) (1,738,063) (673,143) (112,862)
Administrative expenses and
other (191) (10) (335) (12) (26)
----------- ------------- ----------- ------------- ------------
Net deductions (673,147) (830,681) (2,522,201) (1,649,175) (342,572)
----------- ------------- ----------- ------------- ------------
Net increase (decrease) in
net assets available for
benefits prior to interfund
transfers 4,883,223 8,483,089 14,828,890 20,029,034 8,343,030
Net assets available for
benefits, beginning
of year 25,686,529 26,830,458 93,583,744 47,083,743 8,108,543
Net interfund transfers (760,919) (3,053,056) (11,338,787) (2,279,789) 3,178,647
----------- ------------- ----------- ------------- ------------
Net assets available for
benefits, end of year $29,808,833 $ 32,260,491 $97,073,847 $ 64,832,988 $ 19,630,220
=========== ============= =========== ============= ============
</TABLE>
<TABLE>
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
---------------------------------------------
INTERNATIONAL PARTICIPANT DISBURSEMENT
EQUITY FUND LOANS FUND TOTAL
----------- ------------- ------------ -------------
<S> <C> <C> <C> <C>
Additions to plan assets
attributed to:
Net appreciation in fair
value of investments $ 400,421 $ -- $ -- $ 18,552,183
Interest 6,694 48,620 27,603 6,670,464
Dividends 113,018 3,352,435
----------- ------------- ------------ -------------
Total investment income 520,133 48,620 27,603 28,575,082
Contributions:
Beckman Instruments, Inc. 130,513 4,336,575
Employees 892,344 15,168,089
----------- ------------- ------------ -------------
Total contributions 1,022,857 19,504,664
Participant loan repayments 74,584 (1,185,323)
Transfer from Hybritech's
Savings Plan (Note 1) 15,013,770
----------- ------------- ------------ -------------
Net additions 1,617,574 (1,136,703) 27,603 63,093,516
Participant loan withdrawals (44,529) 2,648,620
Deductions from plan assets
attributed to distributions
of benefits (14,802) (4,796) (11,551,769) (14,984,478)
Administrative expenses and
other (2) (207) (783)
----------- ------------- ------------ -------------
Net deductions (59,331) 2,643,822 (11,551,976) (14,985,261)
----------- ------------- ------------ -------------
Net increase (decrease) in
net assets available for
benefits prior to interfund
transfers 1,558,243 1,507,119 (11,524,373) 48,108,255
Net assets available for
benefits, beginning of year 924,069 2,588,728 273,067 205,078,881
Net interfund transfers 2,071,051 658,509 11,524,344
----------- ------------- ----------- -------------
Net assets available for
benefits, end of year $ 4,553,363 $ 4,754,356 $ 273,038 $ 253,187,136
=========== ============= =========== =============
</TABLE>
See accompanying notes to financial statements.
5
<PAGE> 9
BECKMAN INSTRUMENTS, INC.
SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
- --------------------------------------------------------------------------------
1. DESCRIPTION OF PLAN
The following description of Beckman Instruments, Inc. Savings and
Investment Plan (the Plan) provides only general information. Participants
should refer to the Plan agreement for a complete description of the
Plan's provisions.
General - Beckman Instruments, Inc. (the Company) established and adopted
the Plan effective August 1, 1989.
The Plan is a defined contribution plan covering substantially all Company
employees who have completed three months of continuous employment and 250
hours of service. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA). The Plan is administered
by the Corporate Benefits Committee (the Committee), whose members are
appointed by the Board of Directors of the Company.
The Plan agreement was restated in August 1992, and the Plan document
incorporates all amendments made to the Plan through August 1992. The Plan
was amended effective September 1, 1995 to allow participants to direct
Company contributions to any of the investment funds, as well as to
provide for participant loans.
Effective January 2, 1996, the Company acquired Hybritech Inc. In
connection with this acquisition, eligible employees of Hybritech, Inc.
became participants of the Plan. During 1996, Hybritech's Savings Plan was
merged into the Plan, and its net assets available for benefits of
$15,013,770 were transferred to the Plan.
Contributions - Participants may elect to contribute up to 15% of their
eligible compensation in the form of pretax and/or after-tax withholdings,
although the combined contribution cannot exceed 15% of eligible
compensation. Each participant's pretax contributions in the calendar year
may not exceed $9,500 in 1997 and 1996.
Company-matching contributions to the Plan are allocated to participants
based on a specified percentage of actual employee contributions.
Forfeitures of the Company match will be first used to reinstate
previously forfeited balances of certain former employees who are
re-employed by the Company and then will be used to reduce future Company
contributions.
Upon commencement of benefit payments, participants are subject to federal
income tax on the receipt of participant pretax contributions,
Company-matching contributions, and earnings on all contributions.
6
<PAGE> 10
BECKMAN INSTRUMENTS, INC.
SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996 (CONTINUED)
- --------------------------------------------------------------------------------
Investment Options - Participants have a choice of six different
investment funds for their contributions. Company contributions may be
directed to any of the six different investment funds. Participants have
the right to elect investment options upon enrollment or re-enrollment
into the Plan. Additionally, participants may elect to change their
investment options effective as of the first day of each month and to
transfer their account balances among the different investment funds on a
daily basis.
Income on investment funds is allocated to participants' accounts based on
the participants' investment fund balance as a percentage of the total
investment fund balance.
The following description of each investment fund has been extracted from
information contained in the respective fund's prospectus:
Beckman Stock Fund - The Beckman Stock Fund is invested in Beckman
Instruments, Inc. common stock.
Balanced Fund - The Balanced Fund is invested primarily in stocks,
bonds and cash. The stock portfolio consists of large, intermediate
and small companies. The bond portfolio consists of U.S. Treasury,
U.S. Agency and corporate issues. The Balanced Fund is managed by
Brinson Partners, Inc., under the name U.S. Balanced Fund.
Interest Income Fund - The Interest Income Fund is invested in a
portfolio of group annuity contracts issued by major insurance
companies and investment contracts with banks.
Equity Fund - The Equity Fund is invested in a portfolio of common
stocks to meet the objective of long-term growth of capital and
income. The Equity Fund is managed by The Vanguard Group, under the
name Windsor Fund.
Index Fund - The Index Fund invests in all of the stocks included in
the S&P 500 Index in approximately the same proportions as they are
represented in the S&P 500 Index. The Index Fund is managed by The
Vanguard Group, under the name Vanguard Index Trust-500 Portfolio.
During May 1996, the name changed to Vanguard Institutional Index
Fund.
International Equity Fund - The International Equity Fund invests in
stocks and other equity-based forms of investment in companies
operating principally outside of the United States. The International
Equity Fund is managed by Templeton Franklin Investment Services,
under the name Templeton Funds Inc. Foreign Fund.
7
<PAGE> 11
BECKMAN INSTRUMENTS, INC.
SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996 (CONTINUED)
- --------------------------------------------------------------------------------
Participant Loans - Participants may borrow from their fund accounts a
minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of
their vested account balance. Repayment is generally required within five
years or up to 15 years for the purchase of a principal residence. The
loans are secured by the balance in the participants' account and bear
interest at a rate commensurate with market interest rates for similar
loans as determined by the Plan committee (9.5% at December 31, 1997 for
new loans).
Benefits and Vesting - Participants become entitled to payment of the
total vested value of their accounts at the time of termination,
retirement, permanent layoff, permanent disability or death. Upon death, a
lump-sum distribution is made during the year of death. If total vested
value is greater than $3,500, the participants may elect to postpone their
lump-sum distribution until the year following the year they attain age
70 1/2.
Participants' interests in the Company's contributions, income, gains and
losses on investments become fully vested following completion of three
years of service. Participants also become fully vested upon reaching
normal retirement age, permanent layoff, death or permanent disability.
Participants immediately vest in the value of their own contributions.
Benefits Payable - At December 31, 1997 and 1996, the amounts of benefits
payable to participants who have withdrawn from participation in the Plan
were $1,964,147 and $1,006,298, respectively. Such amounts are not
considered liabilities for financial reporting purposes, and accordingly,
the balances are not included in the deductions from Plan assets
attributed to distribution of benefits for the years ended December 31,
1997 and 1996.
Continuation of the Plan - The Company anticipates and believes the Plan
will continue without interruption but reserves the right to discontinue
the Plan. If the Plan is terminated by the Company, the accounts of all
affected participants become 100% vested and nonforfeitable without regard
to the years of service of participants.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting - The accompanying financial statements have been
prepared on the accrual basis of accounting.
Investment Valuation - Investments are stated at fair value except for
guaranteed investment contracts that are stated at contract value (Note
3). The fair value of the common stock is based on quotations obtained
from national securities exchanges on the last business day of the Plan
year. The fair values of the mutual funds and commingled funds are based
on the net asset value reported by the funds. The purchases and sales of
securities are recorded as of the date of trade. The average cost method
is used in determining gains and losses on the sales of securities.
8
<PAGE> 12
BECKMAN INSTRUMENTS, INC.
SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996 (CONTINUED)
- --------------------------------------------------------------------------------
Administrative Expenses - Principally all of the Plan's administrative
expenses are paid by the Company. The Company has elected to pay these
administrative expenses on behalf of the Plan but reserves the right to
change this election. Such expenses amounted to approximately $438,000 and
$415,000 for the years ended December 31, 1997 and 1996, respectively.
3. VALUATION OF INVESTMENT CONTRACTS
The Plan's investment contracts are fully benefit-responsive and have an
estimated fair value that equals their contract value of $93,205,144 and
$93,435,496 at December 31, 1997 and 1996, respectively. The Plan's
investment contracts earn interest at rates ranging from 6.25% to 8.00% at
December 31, 1997 and 6.35% to 8.00% at December 31, 1996.
4. ASSETS HELD FOR INVESTMENT
Information regarding assets held for investment as of December 31, 1997
and 1996 is as follows:
<TABLE>
<CAPTION>
1997 1996
------------------------------ ------------------------------
FAIR/CONTRACT FAIR/CONTRACT
COST VALUE COST VALUE
------------ ------------- ------------ -------------
<S> <C> <C> <C> <C>
Common stock -
Beckman Instruments, Inc. $ 33,194,649 $ 33,627,720 $ 20,313,039 $ 29,746,381
Mutual funds:
Brinson U.S. Balanced Fund 35,962,276 36,390,285 31,819,726 32,216,698
Vanguard Windsor Fund 75,638,657 84,597,289 55,340,271 64,761,502
Vanguard Institutional Index Fund 28,636,846 36,031,751 18,227,592 19,591,426
Templeton Funds Inc. Foreign Fund 9,099,430 8,687,994 4,299,515 4,586,576
------------ ------------ ------------ ------------
Total mutual funds 149,337,209 165,707,319 109,687,104 121,156,202
</TABLE>
9
<PAGE> 13
BECKMAN INSTRUMENTS, INC.
SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996 (CONTINUED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1997 1996
------------------------------ -------------------------------
FAIR/CONTRACT FAIR/CONTRACT
COST VALUE COST VALUE
------------ ------------- ------------ --------------
<S> <C> <C> <C> <C>
Participant loans
receivable $ 5,098,884 $ 5,098,884 $ 4,738,363 $ 4,738,363
Interest Income Fund:
Group insurance contracts:
John Hancock -
GAC 7543 9,608,397 9,608,397 17,856,155 17,856,155
GIC 8818 5,210,172 5,210,172
Metropolitan Life Plan - 13014 10,728,297 10,728,297 16,556,014 16,556,014
Transamerica - Contract 7660 8,030,155 8,030,155
People's Security Life -
GIC-BDA00039TR-5 3,783,533 3,783,533 3,850,208 3,850,208
FGIC Policy 92010300,
Contract 2983 4,967,595 4,967,595 6,773,314 6,773,314
Contract #BDA00039TR-4 2,374,710 2,374,710 2,776,562 2,776,562
------------ ------------ ------------ ------------
44,702,859 44,702,859 47,812,253 47,812,253
Bank investment contracts:
Credit Suisse Financial 5,729,809 5,729,809 5,796,644 5,796,644
Credit Suisse 77441-01 GIC 9,947,876 9,947,876 9,937,125 9,937,125
UBS Agreement - Contract 2077 7,640,767 7,640,767 8,885,748 8,885,748
Citibank Contract #1 9,487,302 9,487,302 10,977,997 10,977,997
Lehman GIC #101121895G 10,027,444 10,027,444 10,025,729 10,025,729
State Street Synthetic -
Contract 97077 5,669,087 5,669,087
------------ ------------ ------------ ------------
48,502,285 48,502,285 45,623,243 45,623,243
------------ ------------ ------------ ------------
Total Interest Income Fund 93,205,144 93,205,144 93,435,496 93,435,496
------------ ------------ ------------ ------------
Total assets held
for investments $280,835,886 $297,639,067 $228,174,002 $249,076,442
============ ============ ============ ============
</TABLE>
10
<PAGE> 14
BECKMAN INSTRUMENTS, INC.
SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996 (CONTINUED)
- --------------------------------------------------------------------------------
5. TAX STATUS
The Plan is intended to be qualified under Section 401(a) of the Internal
Revenue Code of 1986 (the Code) and is intended to be exempt from taxation
under Section 501(a) of the Code. The Plan received a favorable Internal
Revenue Service determination letter dated October 1, 1990. The Plan has
been amended since receiving the determination letter. However, the Plan
administrator and the Plan's tax counsel believe that the Plan is
currently designed and being operated in compliance with the applicable
requirements of the Code and the related trust was tax-exempt as of the
financial statement date. Therefore, no provision of income taxes has been
included in the Plan's financial statements.
6. SUBSEQUENT EVENT
During October 1997, the Company acquired Coulter Corporation (Coulter)
and formally changed its name to Beckman Coulter, Inc. during April 1998.
In connection with this acquisition, the name of the Beckman Stock Fund
was changed to the Beckman Coulter Stock Fund during April 1998.
On June 4, 1998, the Company's Board of Directors approved the decision to
merge the Plan with Coulter's defined contribution plan effective
September 1, 1998. Net assets of the Coulter defined contribution plan
approximated $283,350,000 at December 31, 1997. Upon the effective date,
the Plan's name will change to the Beckman Coulter Savings Plan and will
be subject to the terms of the new plan.
The new plan shall be modified to include additional investment options,
higher matching contributions related to the Beckman Coulter Stock Fund,
as well as immediate vesting on the Company's contributions, income, and
gains and losses on investments.
11
<PAGE> 15
SUPPLEMENT SCHEDULES
BECKMAN INSTRUMENTS, INC.
SAVINGS AND INVESTMENT PLAN
LINE 27a - SCHEDULE OF ASETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES CURRENT
DESCRIPTION OF INVESTMENT OR UNITS COST VALUE
- ------------------------- --------- ------------ ------------
<S> <C> <C> <C>
COMMON STOCK -
Beckman Instruments, Inc. 840,693 $33,194,649 $33,627,720
BALANCED FUND -
Brinson Partners U.S. Balanced Fund 3,058,007 35,962,276 36,390,285
EQUITY FUND -
Vanguard Windsor Fund 4,982,172 75,638,657 84,597,289
INDEX FUND -
Vanguard Institutional Index Fund 402,320 28,636,846 36,031,751
INTERNATIONAL EQUITY FUND -
Templeton Funds Inc. Foreign Fund 873,165 9,099,430 8,687,994
</TABLE>
12
<PAGE> 16
BECKMAN INSTRUMENTS, INC.
SAVINGS AND INVESTMENT PLAN
LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1997 (Continued)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
INTEREST MATURITY CURRENT
DESCRIPTION OF INVESTMENT RATE DATE COST VALUE
- ------------------------- -------- -------- ----------- -----------
<S> <C> <C> <C> <C>
Participant loans receivable (interest
ranging from 9.0% to 9.25%) $ 5,098,884 $ 5,098,884
INTEREST INCOME FUND -
Group insurance contracts:
John Hancock -
GAC 7543 7.620% 2/27/98 9,608,397 9,608,397
GIC 8818 6.480% 6/15/00 5,210,172 5,210,172
Metropolitan Life Plan - 13014 8.000% 12/15/98 10,728,297 10,728,297
Transamerica - Contract 7660 6.830% 2/15/02 8,030,155 8,030,155
People's Security Life -
GIC - BDA00039TR-5 6.582% 11/1/03 3,783,533 3,783,533
FGIC Policy 92010300, Contract 2983 6.518% 4/25/02 4,967,595 4,967,595
Contract #BDA00039TR-4 6.518% 7/15/02 2,374,710 2,374,710
------------ ------------
Total group insurance contracts 44,702,859 44,702,859
Bank investment contracts:
Credit Suisse Financial 7.500% 12/15/01 5,729,809 5,729,809
Credit Suisse 77441-01 GIC 7.450% 12/15/01 9,947,876 9,947,876
UBS Agreement - Contract 2077 6.500% 3/31/98 7,640,767 7,640,767
Citibank Contract #1 6.410% 9/1/09 9,487,302 9,487,302
Lehman GIC #101121895G 6.350% 12/17/01 10,027,444 10,027,444
State Street Synthetic - Contract 97077 6.250% 3/1/98 5,669,087 5,669,087
------------ ------------
Total bank investment contracts 48,502,285 48,502,285
------------ ------------
Total investments $280,835,886 $297,639,067
============ ============
</TABLE>
13
<PAGE> 17
BECKMAN INSTRUMENTS, INC.
SAVINGS AND INVESTMENT PLAN
LINE 27d - SCHEDULE OF REPORTABLE SERIES OF TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NO. OF IDENTITY OF PURCHASE COST OF
TRANSACTIONS PARTY INVOLVED DESCRIPTION OF ASSET PRICE SELLING PRICE ASSET NET GAIN
------------ ------------------------ -------------------- ----------- ------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
124 Beckman Instruments, Inc. Beckman Stock Fund $ 8,972,090 $ $ 8,972,090
98 Beckman Instruments, Inc. Beckman Stock Fund 5,920,429 3,835,820 $2,084,609
96 Brinson Balanced Fund 8,470,185 8,470,185
145 Brinson Balanced Fund 4,633,041 4,366,684 266,357
149 Vanguard Equity Fund 25,515,867 25,515,867
96 Vanguard Equity Fund 6,776,182 5,276,241 1,499,941
172 Vanguard Index Fund 13,709,923 13,709,923
77 Vanguard Index Fund 4,005,676 3,364,355 641,321
289 Mellon Bank N.A. TBC Inc. Pooled Employee
Funds Daily Liquidity
Fund 66,987,449 66,987,449
302 Mellon Bank N.A. TBC Inc. Pooled Employee
Funds Daily Liquidity Fund 69,056,873 69,056,873
</TABLE>
14
<PAGE> 18
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the Plan) have duly caused
this annual report to be signed by the undersigned hereunto duly authorized.
BECKMAN INSTRUMENTS, INC.
SAVINGS AND INVESTMENT PLAN
By: Beckman Coulter, Inc.
Benefits Committee
Date: June 24, 1998 By: /s/ Fidencio M. Mares
-----------------------------
Fidencio M. Mares
Its: Committee Chairman
Vice President - Human Resources
<PAGE> 19
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description Page Number
- ------- ----------- -----------
<C> <S> <C>
23.1 Consent of Deloitte & Touche, LLP 20
</TABLE>
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement (No.
33-51506) of Beckman Instruments, Inc. on Form S-8 of our report dated June 4,
1998, appearing in the Annual Report on Form 11-K of Beckman Instruments, Inc.
Savings and Investment Plan for the year ended December 31, 1997.
/s/ DELOITTE & TOUCHE LLP
- --------------------------
Deloitte & Touche LLP
Costa Mesa, California
June 24, 1998
